Next step in previously announced friendly take-over offer
VANCOUVER, BRITISH COLUMBIA, Oct. 30, 2009 (Marketwire) --
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/30/09 -- (Note: All currency figures are in CDN$, unless otherwise indicated)
Pan American Silver Corp. ("Pan American") (TSX: PAA)(NASDAQ: PAAS) and Aquiline Resources Inc. ("Aquiline") (TSX: AQI) are pleased to announce that Pan American has mailed to securityholders of Aquiline its take-over bid circular dated October 30, 2009 and related documents in connection with its previously announced offers for all of the issued and outstanding common shares of Aquiline (the "Share Offer") and each outstanding series of Aquiline warrants and the Aquiline convertible debenture (together, the "Convertible Security Offers"). The total value implied by all of the offers is approximately $626 million, based on closing prices on the day prior to public announcement of the transaction.
Included in the mailing to Aquiline securityholders is Aquiline's directors' circular, also dated October 30, 2009. The board of directors of Aquiline has unanimously determined that the Share Offer is fair to Aquiline shareholders and in the best interest of Aquiline and unanimously recommends that Aquiline shareholders accept the Share Offer and deposit their Aquiline common shares to the Share Offer. The board of directors of Aquiline is making no recommendation as to whether any holders of Aquiline warrants and the Aquiline convertible debenture should accept or reject any of the Convertible Security Offers.
BMO Capital Markets, financial advisor to Aquiline, has delivered a fairness opinion to the board of directors of Aquiline in connection with the Share Offer. Cormark Securities Inc. also delivered a fairness opinion to the board of directors of Aquiline in connection with the Share Offer. Pan American's exclusive financial advisor for this transaction is Goldman, Sachs & Co. Based on the closing price of Pan American common shares on the TSX on October 13th, 2009, being the last trading day prior to announcement of the offers (and assuming a value of $0.81 for each 0.1 of a five year Pan American Warrant (a "Five Year Pan American Warrant"), the implied value of the Share Offer is $7.47 per Aquiline common share, which represents a premium of approximately 36.6% over the closing price of Aquiline common shares on the TSX on the same date, and a 62.0% premium to Aquiline's 10-day volume weighted average price. Upon successful completion of the transaction, Aquiline shareholders will own approximately 19% of the enlarged Pan American.
The Share Offer was made on the basis of 0.2495 of a Pan American common share, plus 0.1 of a Five Year Pan American Warrant for each Aquiline common share. Each whole Five Year Pan American Warrant will entitle the holder to acquire one Pan American common share at a price of $35.00 per Pan American common share for a period of five years after the date on which Pan American first pays for Aquiline common shares tendered to the Share Offer. The consideration offered pursuant to the Convertible Security Offers will consist of replacement Pan American securities, exercisable to acquire Pan American common shares, with similar terms to the respective Aquiline securities, subject to an adjustment based on a 0.2495 exchange ratio.
Pan American has entered into lock-up agreements with each of the directors and senior officers of Aquiline, pursuant to which 6,447,096 common shares of Aquiline and 1,758,333 in-the-money Aquiline options (assumed to be converted into Aquiline shares prior to the expiry of the Mandatory Extension (as defined in the take-over bid circular)), together representing approximately 9.79% of the issued and outstanding common shares of Aquiline (on a partially-diluted basis, as defined in the take-over bid circular) and 38,000 Aquiline Warrants have been locked-up and committed to being tendered to the offers.
The details of the offers are contained in the take-over bid circular. The take-over bid circular and related documents have been filed on SEDAR and EDGAR, and the directors' circular has been filed on SEDAR. The offers will be open for acceptance until 9:00 p.m.